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CRP Shareholders Approve Share Issues (New Zealand)

Business & Finance

September 25, 2012

Chatham Rock Phosphate Limited advises that all resolutions before the Special Meeting today have been passed and it has issued new ordinary shares to Subsea Investments II, LLC (Subsea), Boskalis Offshore B.V. (Boskalis), and the Directors of CRP in lieu of directors’ fees.

Issue of shares to Subsea

CRP has today issued 16,867,592 shares to Subsea at an issue price of $0.20 per share.

In April 2012, the Company entered into a convertible loan agreement (CLA) with Subsea. Under the CLA, Subsea had advanced and was owed NZ$3,373,518.37 (Balance).

At the special meeting held today, the Board of CRP sought and obtained shareholder approval in accordance with Rule 7(d) of the Takeovers Code to convert the Balance to ordinary shares. Accordingly, in satisfaction of the Balance, CRP has issued 16,867,592 shares to Subsea at a conversion price of $0.20 per share.

This issue increased Subsea’s shareholding in the Company to 28.8%.

Issue of shares to Boskalis

CRP has today issued 10,595,638 shares to Boskalis at an issue price of $0…22 per share.

In July 2012, CRP entered into an investment agreement with Boskalis Offshore B.V. (Boskalis). Where, subject to shareholder approval, shares are to be issued to Boskalis so that it has a 19.99% shareholding in the Company.

At the special meeting held today shareholder approval was obtained. Accordingly, CRP has issued 10,595,638 shares to Boskalis at an issue price of $0.22 per share.

This issue increased Boskalis’ shareholding in the Company to 19.99%.

Issue of Shares to Directors in lieu of Fees

CRP also advises that it has today issued 120,688 ordinary shares under NZAX Listing Rule 7.3.7 to its directors at an issue price of $0.232 per share in satisfaction of directors’ fees owing to 30 September 2012.